Forrester Research (FORR) Announces $130M Modified 'Dutch Auction' Tender
Tweet
Share
E-mailGet Alerts FORR Hot Sheet
Join SI Premium – FREE
Forrester Research, Inc. (Nasdaq: FORR) today announced that it intends to commence later this week a “modified Dutch auction” self-tender offer to repurchase up to $130 million of its common stock at a price per share within the range of $32.00 to $36.00. The Nasdaq closing price of Forrester’s common stock on March 28, 2013, was $31.65 per share.
A “modified Dutch auction” self-tender offer allows stockholders to indicate how many shares and at what price within the company’s specified range (in increments of $0.25 per share) they wish to tender. When the tender offer expires, based upon the number of shares tendered and the prices specified by the tendering stockholders, the company will determine the purchase price, which will be the lowest price per share within the range that will enable the company to purchase $130 million of its common stock (or a lower amount if the offer is not fully subscribed). The tender offer will not be conditioned upon any minimum number of shares being tendered, and it will remain open for at least 20 business days.
All shares accepted for payment will be purchased at the same purchase price, regardless of whether a stockholder tendered such shares at a lower price within the range. Stockholders will receive the purchase price in cash, without interest, for shares properly tendered (and not properly withdrawn) at prices equal to or less than the purchase price, subject to the conditions of the tender offer, including provisions relating to “odd lot” priority, proration, and conditional tenders in the event that the aggregate cost to purchase all of the shares tendered at or below the purchase price exceeds $130 million. These provisions will be described in the Offer to Purchase relating to the tender offer that will be distributed to stockholders. All shares tendered at prices above the purchase price will not be purchased and will be returned promptly to stockholders.
Forrester will use a portion of its cash, cash equivalents, and marketable investments to fund the repurchase of shares in the tender offer. The tender offer will not be conditioned upon obtaining financing or any minimum number of shares being tendered; however, the tender offer will be subject to a number of other terms and conditions, which will be specified in the Offer to Purchase.
The company’s directors and executive officers, including George F. Colony, Forrester’s largest stockholder and its chairman and chief executive officer, have advised the company of their intention not to tender any shares in the tender offer.
While the company’s board of directors authorized the tender offer, it has not made and will not be making any recommendation to the company’s stockholders as to whether to tender or refrain from tendering their shares or as to the price or prices at which stockholders may choose to tender their shares. Stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which to tender them. Stockholders are urged to discuss their decision with their tax advisors, financial advisors and/or brokers.
A “modified Dutch auction” self-tender offer allows stockholders to indicate how many shares and at what price within the company’s specified range (in increments of $0.25 per share) they wish to tender. When the tender offer expires, based upon the number of shares tendered and the prices specified by the tendering stockholders, the company will determine the purchase price, which will be the lowest price per share within the range that will enable the company to purchase $130 million of its common stock (or a lower amount if the offer is not fully subscribed). The tender offer will not be conditioned upon any minimum number of shares being tendered, and it will remain open for at least 20 business days.
All shares accepted for payment will be purchased at the same purchase price, regardless of whether a stockholder tendered such shares at a lower price within the range. Stockholders will receive the purchase price in cash, without interest, for shares properly tendered (and not properly withdrawn) at prices equal to or less than the purchase price, subject to the conditions of the tender offer, including provisions relating to “odd lot” priority, proration, and conditional tenders in the event that the aggregate cost to purchase all of the shares tendered at or below the purchase price exceeds $130 million. These provisions will be described in the Offer to Purchase relating to the tender offer that will be distributed to stockholders. All shares tendered at prices above the purchase price will not be purchased and will be returned promptly to stockholders.
Forrester will use a portion of its cash, cash equivalents, and marketable investments to fund the repurchase of shares in the tender offer. The tender offer will not be conditioned upon obtaining financing or any minimum number of shares being tendered; however, the tender offer will be subject to a number of other terms and conditions, which will be specified in the Offer to Purchase.
The company’s directors and executive officers, including George F. Colony, Forrester’s largest stockholder and its chairman and chief executive officer, have advised the company of their intention not to tender any shares in the tender offer.
While the company’s board of directors authorized the tender offer, it has not made and will not be making any recommendation to the company’s stockholders as to whether to tender or refrain from tendering their shares or as to the price or prices at which stockholders may choose to tender their shares. Stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which to tender them. Stockholders are urged to discuss their decision with their tax advisors, financial advisors and/or brokers.
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- SpaceX acquires Cursor in $60 billion all-stock deal
- Kenon Holdings (KEN) halted, news pending
- Optimum Communications gets NYSE non-compliance notice over stock price
Create E-mail Alert Related Categories
Corporate News, Hot Corp. News, Stock Buybacks, Trading HaltsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
